NEGOTIATION PROTOCOL Date: July, 17th 2023

Between

PT. SOUTH PACIFIC VISCOSE

Kampung Ciroyom, Desa Cicadas, Babakan Cikao
Purwakarta 41101 – West Java
Indonesia

And

PT. PRIMA INTER NUSA GEMILANG

Desa Anyar Kec. Anyar Kab. Serang-Banten 42466

Subject of the meeting:

MECHANICAL, PIPING METALLIC, AND PAINTING WORKS for Quality Improvement Project

Attendees:

PT. South Pacific Viscose / Lenzing AG (SPV):

- Mr. Raphael Mulle
- Mr. Regi Hermawan
- Mr. Rifqi Novrizal

PT. PRIMA INTER NUSA GEMILANG (PING):

- Mr. Emil Musytamil
- Mr. Edo Faizal Candrawinata

Hereby the terms and conditions regarding the possible placement of an order for the actual project
shall be agreed upon on the basis of already available documents and records between the offeror
representing a potential contractor and PT. South Pacific Viscose representing the contracting entity.

The potential contractor has been informed profoundly about the field of deployment, the operating site,
the purpose and the existing conditions. In particular, the use of the plant and plant components have
been communicated. Moreover, the potential contractor has the opportunity to receive an impression
and to gather information of the local, technical and chemical conditions.

In the event of contradictions of the minutes of meetings due to different actualities, the latest version
shall have precedence, whereas the oldest version shall function as a completion of the latest one. In
the event of placement of the order, the precedence of the relevant documents depends on the
commission and its plants.

The General Commercial Term and Conditions (GCT&C) for the Procurement of Plants, Plants
Components, and Services of PT. South Pacific Viscose shall be valid for commissioned orders. If any
terms comprised in the GCT&C are missing, the law shall govern exclusively in their stead.

Differing commercial terms of the contractor shall, as far as they are legitimate in terms of
commissioning rights, only be valid for the contracting entity, if they have been accepted explicitly in
written form, either via fax or electronically.

With the signature of this protocol or, at latest, with the acceptance or the effectuation of the
commissioned order, the contractor accepts the exclusive validity of the GCT&C of PT. South Pacific
Viscose.The GCT&C are also valid unrestrainedly for any modifications of the contract such as
increased efficiency, deficient performance and cost plus services

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The followings has been discussed and agreed:

1) Scope of Works
MECHANICAL, PIPING METALLIC, AND PAINTING WORKS for Quality Improvement Project at PT.
South Pacific Viscose Purwakarta - Indonesia

2) Integral parts of the contract in the event of an order are as follows

1. The present Negotiation Protocol signed by PING and SPV with all the attachments
2. SPV General Term & Condition of Site Services
3. All safety guidelines and regulations including the “Lenzing Life Saving Rules“ available here:
https://www.lenzing.com/en/global-purchasing/.
4. Lenzing Company’s Supplier Code of Conduct available here:
https://www.lenzing.com/en/global-purchasing/.
5. PT. Prima Inter Nusa Gemilang offer no. QTN-PING-VII-2023-109 R2 dated 14.07.2023

3) Price and Other Terms & Condition

3.1. Price for MECHANICAL, PIPING METALLIC, AND PAINTING WORKS for Quality
Improvement Project
The contract price shall be Fixed Lump Sum Price with total value IDR 2,550,000,000
Indirect Cost : IDR 977,500,000
Direct Cost : IDR 1,572,500,000

Detail items shall be refer to BoQ attached.

The above total price are excludes VAT (PPN) & includes WHT (PPh).

Remark:
In the case of cancellation of the contract by the owner without any default by the contractor, the
contractor is entitled to submit the final invoice according actual costs based on percentage of com-
pletion of the defined scope agreed by Owner.

LUMP SUM PRICING:

The indicated order value is a lump-sum fixed price until complete fulfillment of the Scope of
Supply/Services, delivered acc. to the details laid out in paragraph “Terms of delivery” and shall
include all costs for personnel, materials and other expenditures of any kind that are in connection
with the services of the Contractor, including all technical acceptance costs, documentation,
assembly, startup, travel expenses; excluding value-added tax.
The Contractor confirms that all supplies and services required for fulfillment of Lenzing Company’s
RFQ are included in the finally negotiated price. This means that the finally negotiated price is a
lump-sum and fixed price, and no subsequent deductions or additions are to be made. Volume risks
encountered by consolidation into a lump-sum price are to be borne exclusively by the Contractor

PRICE SETTING AND INVOICING AT lump sum:

Project is a lump-sum at fixed prices until final order completion, DDP SPV Purwakarta to
INCOTERMS 2010, including all technical acceptance costs, documentation, assembly, excluding
value-added tax. Prices are not subject to change throughout the project.
Invoicing is according to actual expense and is subject to confirmation by the responsible PT. South
Pacific Viscose project manager.
PRICE GUARANTEES FOR FINALLY NEGOTIATED PRICES: THROUGH end of project.
The same conditions and price reductions as in the main order apply to all extended, amended and
supplemented orders, in particular also for spare and wear parts (base price and discounts).

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3.2 Payment term:

The payment term shall be as below:

95% Monthly partial payment upon documented progress, received documentation and upon receipt of a
partial net invoice.
5% Retention money due at end of warranty period + 30 days, transferrable against presentation of a bank
guarantee according to the terms set forth in the following; term of the guarantee until end of warranty
period + 30 days

3.3 Other Commercial Term

Other commercial term shall be as below:

3.3.a Retention
 5% of contract value by Bank should be submitted maximum 1 month after received order and
should be valid +30 days after punch list settled

3.3 b Limit of Liability shall be 100% of contract price.

3.3.c Liquidated Damages (LD) for delay of completion shall be as below:

1% of the Contract Sum per week of delay, with a maximum payment for any Delay Damages of
10% of Contract Price.

3.3.d Warranty Period:

12 (Twelve) Months from after all punch-list settled

4) Work Duration:
Detail schedule shall be agreed during Kick of Meeting.

5) Latest Purchase Order placement to this negotiation protocol

Date: July 31, 2022

This negotiation protocol includes all documents referred to herein. It constitutes an offer by the
Contractor which is firm and binding and can be confirmed by issuing a purchase order by Lenzing
Company until expiration of the period stated in this article. This negotiation protocol is not a
confirmation of order.

In case of placement of an order, the terms and conditions of this document shall apply to the extent
that the order is in conformity with the above mentioned terms and conditions. In case no agreement
can be reached about deviations of the order, if any, the Contractor’s obligation to abide the terms and
conditions of this negotiation protocol shall remain valid.

The Contractor undertakes on its own behalf and on behalf of its subcontractors to apply the principles
of quality assurance according to the applicable standards in the delivery of goods and provision of
services. The Contractor further undertakes to comply with any and all safety procedures of the
Customer and to instruct its personnel to this effect.

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The Customer shall be entitled to audit the quality assurance system, the quality assurance rules, and
the quality assurance plan of the Contractor at any time. The Contractor shall make sure that the
Customer can also perform such audits at the subcontractors of the Contractor at any time.

Digitally signed
by Regi
Hermawan
Date:
2023.07.17
11:01:49 +07'00'

Edo Faizal Candrawinata Regi Hermawan

for PT. PRIMA INTER NUSA GEMILANG for PT. South Pacific Viscose

Attachments:
 Annexure 1 - Purchasing Terms and Condition PT. South Pasific Viscose
 Annexure 2 - Lenzing Live Saving Rules
 Annexure 3 - Contractor Safety (dual languages) SPV - SHEMS -ES-08
 Annexure 4 - General Covid 19 Guidance Rev 2.0 No. SPV-SHEMS-ES-39 rev. 03
 Annexure 5 - Global Supplier Code of Conduct https://www.lenzing.com/global-purchasing
 Annexure 6 - PT. Prima Inter Nusa Gemilang offer no. QTN-PING-VII-2023-109 R2 dated
14.07.2023
 Annexure 7 - General Terms conditions of Site Service

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APPENDIX A SAMPLE BANK GUARANTEE

Bank guarantee
Name of bank and address of issuing branch or office

Beneficiary: Name and Address of Lenzing Company

Date: Date of issuance of bank guarantee
Guarantee no.: No. of bank guarantee
We have been informed, that Contractor received your Order no. Order no. for project name on date of
receipt and that thereby the associated contract was concluded.
Furthermore, we understand that, Contractor according to the conditions of the contract, is required to
provide an abstract bank guarantee covering the amount of figure + currency.
At the request of Contractor, we, Name of bank, hereby irrevocably undertake to pay Lenzing Company
within five days any sum or sums not exceeding in total an amount of figure + currency (say: figure +
currency) upon receipt by us of Lenzing Company’s first demand in writing, without examination of the
underlying legal relationship and by waiving any objections whatsoever. This guarantee is independent
of the existence and content of a legal relationship between Contractor and Lenzing Company.
This guarantee shall expire on Date at the latest. Consequently, any demand for payment under it must
be received by Bank at the mentioned office on or before that date.
This document shall be governed by and construed in accordance with the laws of country as specified.

Signature(s):

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APPENDIX B Detail Breakdown

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